Earthlink 2013 Annual Report Download - page 124

will not be deemed to have occurred if the accumulation of more than fifty percent (50%) of the voting power of
HoldCo’
s voting stock results from any acquisition of voting stock (i) directly from HoldCo that is approved by the
Incumbent Board, (ii) by HoldCo, (ii) by any employee benefit plan (or related trust) sponsored or maintained by
HoldCo or any of its Affiliates, or (iv) by any person pursuant to a merger, consolidation, or reorganization (a "Business
Combination") that would not cause a Change in Control under clauses (i) and (ii) of subsection (b) below; or
(b) consummation of a Business Combination, unless, immediately following that Business
Combination, (i) all or substantially all of the persons who are the beneficial owners of voting stock of HoldCo
immediately prior to that Business Combination beneficially own, directly or indirectly, at least fifty percent (50%) of
the then outstanding shares of common stock and at least fifty percent (50%) of the combined voting power of the then
outstanding voting stock entitled to vote generally in the election of directors of the entity resulting from that Business
Combination (including, without limitation, an entity that as a result of that transaction owns HoldCo or all or
substantially all of HoldCo’
s assets either directly or through one or more subsidiaries), in substantially the same
proportions relative to each other as their ownership, immediately prior to that Business Combination, of the voting
stock of HoldCo, and (ii) at least sixty percent (60%) of the members of the Board of Directors of the entity resulting
from that Business Combination holding at least sixty percent (60%) of the voting power of such Board of Directors
were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board
of Directors providing for that Business Combination and, as a result of or in connection with such Business
Combination, no person has the right to dilute either such percentages by appointing additional members to the Board of
Directors or otherwise without election or action by the shareholders; or
(c) a sale or other disposition of all or substantially all the assets of HoldCo, except pursuant to a
Business Combination that would not cause a Change in Control under clauses (i) and (ii) of subsection (b) above, or
(d) approval by the shareholders of HoldCo of a complete liquidation or dissolution of HoldCo, except
pursuant to a Business Combination that would not cause a Change in Control under clauses (i) and (ii) of subsection (b)
above; or
(e) the acquisition by any person, directly or indirectly, of the power to direct or cause the direction of
the management and policies of HoldCo (i) through the ownership of securities which provide the holder with such
power, excluding voting rights attendant with such securities, or (ii) by contract; provided the Change in Control will not
be deemed to have occurred if such power was acquired (x) directly from HoldCo in a transaction approved by the
Incumbent Board, (y) by any employee benefit plan (or related trust) sponsored or maintained by HoldCo or any of its
Affiliates or (z) by any person pursuant to a Business Combination that would not cause a Change in Control under
clauses (i) and (ii) of subsection (b) above.
“ Code ” means the Internal Revenue Code of 1986, as amended.
“ Committee ”
means the Leadership and Compensation Committee of the Board of Directors of HoldCo which
will administer the Plan.
“ Compensation ” means the Participant’
s actual wages earned during the Bonus Period, excluding incentive
payments, salary continuation, bonuses, income from equity awards, stock
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